Battle against the Crimson Princess
by whackybiscuit
Summary: One-Shot! Ichigo and Orihime are finally out on a date, but their romantic stroll through the park is interupted by the manifested spirit of Kisuke's zanpakuto, Benihime, who makes things go from good to weird when she attacks them... IchigoXOrihimeXBenihime.

IchigoXOrihimeXBenihime

 **Disclaimer: I don't own Bleach.  
Warning: Lemon! **

_**During the Beast-Sword Campaign….  
**_ **Urahara Shop  
Ichigo POV**

Ichigo walked up to the shop and saw Kisuke sitting out on his front porch, a look of concern on his face. "Hey Kisuke. What's the matter?"

The shopkeeper turned and Ichigo saw that for the first time in a long time Kisuke had a grave face. "It's been bothering me for some time, Ichigo. I've had Yoruichi bring me up to speed on the rogue zanpakuto and the subsequent Beast-Swords. There's been something that's been disturbing me ever since this whole escapade started…."

"What is it?" Ichigo asked.

Kisuke unsheathed his sword and stared at it with a lonesome face. "Ichigo… my zanpakuto, Benihime. She's deserted me…."

Ichigo stared at his friend and felt the pang of sorrow hit him, knowing how it felt when Zangetsu turned on him. "But…Muramasa's gone. His brainwashing shouldn't be affecting her anymore. She hasn't tried to attack you or anything?" he asked, confused.

Kisuke shook his head. "Nope. I think…or I'd like to think, you can never tell what's on her mind, that she's out there gallivanting and having fun. But it's disturbing me that she hasn't come back or anything. But enough about me." Kisuke sheathed his sword and turned to Ichigo, flipping his fan. "You're here for those flowers you asked Tessai to get, didn't you?"

Blushing, Ichigo nodded. "Yeah. I'm taking Orihime out on a date to the park and I…wanted to get her flowers…" he admitted, scratching the back of his neck.

"Ooooh! Date night, eh?" Kisuke asked with an eyebrow raised. "One sec…" he said before getting up and heading inside. Returning minutes later, Kisuke walked out of the shop with a small bouquet of beautiful flowers. "Orihime's a lucky girl," the crafty shopkeeper noted as he handed them over to Ichigo. "There you go. Have fun!"

Wishing Kisuke would shut up, Ichigo nodded. "Alright. Thanks, Kisuke."

"Sure thing. But a word of warning, Ichigo. If you run into Benihime: run in the opposite direction and come find me immediately. She's…" Kisuke looked off to the side and his expression showed how uncomfortable Kisuke was, knowing his zanpakuto was still on the loose. "She's likes to play with others. And it's not the fun kind of play…."

Knowing that if Kisuke was uncomfortable saying it, it must be true, Ichigo nodded with an equally grave attitude. "Alright, I'll let you know as soon as I can if I see her."

Kisuke watched his protégé leave before taking off his hat and sighing. "Where are you, Benihime? What are you plotting?" Kisuke shivered at the thought of what his zanpakuto was thinking. "Having her run loose isn't good. She's even crazier than me…."

 _ **Later that evening….  
**_ **Karakura Park 9:00 PM  
Ichigo & Orihime POV**

"Teehee! I can't get over these flowers!" Orihime giggled as she held the bouquet, sniffing them. "They smell so lovely!" Holding Ichigo's hand, she squeezed it gently. She was wearing a nice flowery shirt and a modest skirt, enjoying the summer warmth. "Thank you, Ichigo." She smiled warmly at her crush, happy for the first time in a long time now that she was finally out on a date with Ichigo.

"I knew you'd like them. I'm glad that today turned out to be so nice." Ichigo's fingers threaded with Orihime's as they walked down the park path, a lone streetlight illuminating the couple. "This was a nice day, Orihime. Thanks for inviting me out today."

Orihime blushed madly as she looked off to the side, trying to find her words. "I've wanted to do this for so long…" she whispered almost inaudibly, but Ichigo did hear it.

"Really?" he asked blushing, his eyes never leaving Orihime's beautiful face. "Why?"

"Well…" Orihime suddenly felt hot under the collar, her ears burning as she struggled to speak. Turning back to Ichigo, she leaned forward, her face inching towards his. "I…I…"

"Oh this is so adorable!"

The would-be kissers swiveled around at the intrusion, Ichigo's eyes widening in horror as he recognized the spiritual pressure of the speaker. "Benihime?"

"In the flesh, Ichigo."

Leaning back against a nearby oak tree was a beautiful woman, smiling maliciously at the couple. Her red hair burned brightly in the night, tied in braids with large loops. Her red dress left little to the imagination, showing her large breasts and revealing her toned, sexy legs. But what put off Ichigo and Orihime the most was the look in her crimson eyes, like they were bugs and she was a girl with a magnifying glass. "It's been a long time, Ichigo. I feel it's been so long since we've crossed paths…."

Orihime looked at her friend confused. "Ichigo? You know this woman?"

"Yeah…" Ichigo's eyes narrowed as he remembered the pummeling he'd taken during his training. "She's Benihime, Kisuke's zanpakuto." His hands went to his pants and he pulled out his combat pass, pressing it to his chest. As he popped out of his human body, he laid it behind a nearby tree and drew his sword. "Orihime, run! Go and get Urahara! She's been free during the whole rebellion and Kisuke never beat her back into submission. She's still rogue!"

"But what about you?" Orihime asked, dropping her bouquet and readying her hairpins.

"No! Kisuke warned me about her! Go and get him now!"

Orihime felt fear hit her like dynamite at the thought of leaving Ichigo all alone against this devious zanpakuto but knew she had to do what he said. "Ok. Be careful!"

But she took no more than ten feet in the direction of Urahara Shop when she was obstructed by Benihime, the zanpakuto flashstepping in front of her, blocking her path. In Benihime's hands was the bouquet of flowers Ichigo had given her. "Now, that's just rude. Your handsome friend was nice enough to buy you these beautiful flowers. You shouldn't just drop them. Its bad manners, you know," she said with a devious smirk. "You know what they say…" Reaching behind her, she pulled out a sword-length sewing needle. "Naughty little girls have to be punished."

"Get away from her!"

Ichigo appeared behind Benihime, meaning to chop her in half. "Blood Mist Shield." Zangetsu was blocked by a red, hexagonal shield, protecting Benihime from being bifurcated. Jumping back, Benihime smiled as Ichigo put himself between her and Orihime. "Ah, young love." She cocked her head and looked at the couple with a interested gaze. "They say it never lasts, but it's always the sweetest," she commented.

Ichigo burned with anger. It was clear from before that Benihime wouldn't let Orihime leave long enough to get Urahara. ' _Kisuke, I'm sorry. But the look in her eyes say she's not planning to just rough us up. If we don't kill her, she's going to kill us….'_

"So Karakura Town's valiant defenders aren't going to advance?" Benihime taunted. "Fine. I'll go first." She held up her needle up and smiled at Ichigo. "Ichigo, remember this?" Ichigo's eyes widened when he realized what she was doing. "Scream."

As a wave of crimson energy came hurtling toward them, Ichigo upped his ante. "Getsuga Tensho!" A wave of blue energy collided with the red, resulting in a violet explosion. Ichigo and Orihime braced themselves for the shockwave, only to become ensnared by a red net. "What the? What is this?"

"Hey!" Orihime tried and failed to break the net that was keeping her and Ichigo bound together. "What's going on?"

"Shibari…" answered Benihime, standing behind them. "Tsk tsk, Ichigo, Orihime. Didn't Kisuke teach you not to take your eyes off your opponent? You obscured your own vision with your own attack, letting me sneak up from behind." She looked at the two pressed closely together and smiled sweetly. "Aww! Should I let you two lovebirds have a few minutes alone?" she mocked. "Well, at least your friends can say…" she stabbed her needle into the end of the net. "That you two went out in a passionate blaze of love."

"Hiasobi, Juzutsunagi."

The two orange-heads gasped as beads of fire grew outside the net. The ones nearest Benihime started to ignite and it was like watching flaming dominoes, the blasts intensity increasing with each ignition. Before the blaze could reach the two, Orihime's hairpins glowed. "Santen Kesshun!"

Benihime looked on as the two were engulfed by a roaring explosion, the shockwave knocking over several trees. "So these are Kisuke's protégés? I'm not impressed. How they survived the Soul Society is beyond me." Seeing a yellow glow from within the mountain of smoke, Benihime grinned. "Oh?"

The cloud of dust dissipated, revealing Ichigo and Orihime, safe behind her barrier. As Orihime lifted her barrier, Ichigo charged at the woman. "Why are you here?" he demanded. Benihime dodged and sidestepped his attacks before jumping back, putting distance between them. "Why'd you attack us? Muramasa's dead! There's no point in rebelling anymore!"

The forest was filled with Benihime's laughter. "You actually think I care about any of that? I was freed along with the other zanpakuto, but I told Muramasa to step off. I'm simply here because I want to have fun. And what's more fun than playing with Kisuke's students. And besides…" her smile turned lustful. "I was hoping for a little piece of your action."

Orihime's hands went to her cheeks and she looked away, embarrassed at what Benihime was implying. "We…we weren't going to do _that_ …."

Again, Benihime laughed. "Oh please. If I hadn't said anything you two would've been making the beast with two backs over by the bushes in a matter of minutes," she said playfully, twirling her needle around. "But I digress… if you two are going to attack me two-on-one, then I should get serious. Tell me, Ichigo. Kisuke trained you well, didn't he? Show you my tricks?"

"Yeah?" Ichigo said, feeling more nervous by the minute. "So?"

Benihime's smile grew wide. "He didn't show you all my tricks.

Bankai. Kannanbiraki Benihime Aratame."

Ichigo and Orihime's jaw drops as Benihime grew in size. The zanpakuto grinned as she stared down at them in her giant form. "Surprise, kiddies. It's playtime. But why are you gawking?" she leaned down until her face was close enough that she could head-butt the two to oblivion. "You should be more attentive to each other, wouldn't you say?"

Orihime turned to Ichigo and she shrieked in horror. "Ichigo! Your hand!"

Looking down, Ichigo gasped as he saw his hand begin to come apart, like there was a loose thread and somebody was tugging on it, unraveling his flesh. "Hang on!" Orihime said, panicked. "I'll heal you!" Summoning her sprites, Orihime quickly put Ichigo in her healing barrier, restoring his hand back to normal.

Ichigo stared at his newly healed hand and felt fear take hold of him. "What…what is this?"

"Ahahahahah!" laughed the giant Benihime. "You still haven't figured it out? Think of it this way, Ichigo: Kisuke's a scientist. So what would a scientist want for his ultimate ability?" When Ichigo failed to produce an answer, Benihime elaborated. "My Bankai has the power to reconstruct anything. I can take anything apart and reconstruct it as I see fit. Any wound you inflict upon me I can stich back together. And I can take you apart like cotton candy!"

For the first time, Ichigo understood why Kisuke had been silent on the details of his Bankai. ' _Holy cow! Kisuke had that kind of power? No wonder everyone back in the Soul Society was scared as hell when I mentioned his name!'_ Then suddenly it dawned on him. He was inside the safety of Orihime's barrier, but the girl herself was outside. "Orihime!"

"Oh don't worry," Benihime assured, resting her head on her hands as looked down on them. "She's far too pretty to take apart. Besides, anything I do she can undo. But I have another idea…."

Ichigo stared in shock as he watched Orihime's clothes unravel, her underwear disappearing too. "Ori…" The words died in his mouth as he stared at his friends beautiful, naked body. Orihime gasped and cried out in horror at the fact that she was out in the middle of the park naked. She looked around, with good reason since she was the only one of the three who could still be seen, and was relieved to see nobody around, despite the massive explosions.

"Well well, you're quite the woman, Orihime," Benihime gleefully said. She turned and looked at Ichigo, loving his jaw-dropped reaction. "And it looks like Ichigo's enjoying the view." Orihime turned and saw Ichigo staring at her. Her face soon matched Ichigo's name when she saw his stunned reaction. Though it was too late, Orihime looked around for a place to run so she could hide her shame from Ichigo. "Now now, Orihime," Benihime chastised the girl while leaning forward. "You're a very beautiful woman. But…

…We all have room to improve."

Ichigo watched from the safety of Orihime's barrier as he witnessed something that could never be unseen. As if he was in some twilight zone, Ichigo stared in shock as Benihime's body began to come apart, her beautiful body unraveling like a spool of yarn. After several minutes, all that remained of Benihime was a cloud of red strings. "What…she…she…just…" Ichigo's brain failed to process what he just saw, but he did manage to comprehend her words. "ORIHIME!" he screamed. "RUN!"

Naked and afraid, Orihime was rooted to the spot as the cloud of string suddenly rushed toward her. "ICHIGOOO!" she screamed as she experienced what felt like a billion sewing needles piercing her skin.

Grabbing Zangetsu, Ichigo slashed his way through Orihime's barrier, freeing himself from the safety of Orihime's power to save her. However, his help came too late, as Orihime became entangled in red thread. In moments, she turned around and Ichigo almost dropped Zangetsu in horror.

"So, how do I look, Ichigo?"

Orihime was now wearing Benihime's red dress, showing off her curves just as much as she'd done when she was naked. But that was the only subtle change that had occurred.

Orihime looked like one of Mayuri's experiments! Her arms and legs had stiches running across her beautiful skin. But her body itself was now the prime example of sexy. Her hips, showing through the red dress, were wide and toned, her breasts Rangiku-sized. Her face, however, was what gave Ichigo chills….

It was like Benihime had stitched her face on top of Orihime's. Three-fourths of her face was that of Benihime's, a long line of stiches running diagonally across the left side of her face. Only Orihime's left hazel eye and part of her burnt-orange hair remained untouched. The rest of her face was Benihime, with her hair red with some traces of burnt-orange peeking through, like holes in a fabric. "I must say, I fit like a glove!" Benihime said, checking out her new and improved body. "Wouldn't you say, Ichigo?"

Ichigo could only stand there, horrified at his mutilated friend. "You…you…monster!" Ichigo roared, on the verge of tears. "WHAT HAVE YOU DONE?!" Ichigo took a step forward and he felt the hot cauldron of rage stir within him. "GIVE HER BACK!"

Stretching, Benihime chuckled at Ichigo's enraged look. "Oh come now, Ichigo. I'd say I've used my powers in a benevolent way," she gestured to her sexy-new body. "I've made your cute friend go from a nine out of ten to a ten out of ten! And don't get all huffy, your girlfriend's very much alive. Just think as this as her putting on a very sexy dress."

Ichigo was caught at a crossroads. He couldn't fight back, not at the risk of harming Orihime, but neither could he just run away to find Kisuke, leaving Orihime at the zanpakuto's mercy. Lowering his sword, Ichigo accepted the grim fact that he was out of moves. "So now what?"

Giggling in glee, Benihime walked over to the boy, who couldn't help but take a step back out of fear. "Come now, Ichigo. I don't bite. I might nibble, and you might like it." Reaching behind her, Benihime undid the knot holding her red dress together. Ichigo's eyes almost popped out of his head as his friend's stitched-together body was revealed in all its glory. Benihime saw Ichigo's face and ran a hand up her belly slowly, teasing the boy before cupping one of her breasts. "You like what you see?" Casually walking over to Ichigo, the zanpakuto/possessed Orihime smiled sweetly as she caressed his cheek. "No need to be shy, Ichigo. Embrace us." She palmed the bulge in Ichigo's pants that he'd had ever since she'd taken apart Orihime's clothes. "We know you want to…."

"We?" Ichigo gasped as he stood there, unable to stop her from rubbing his manhood for fear that Orihime would pay the price.

"That's right, Ichigo. I've not only reconstructed my body onto Orihime's, but with her very mind. I can read it like it like an open book. And you have no idea how much it aroused her when she saw you looking at her in all her splendor, like you are now." She leaned forward and nibbled on Ichigo's earlobe as she took her hand away from his hardened cock. Ichigo's breath hitched as she pulled on his _obi,_ stripping him of his clothes. As Ichigo's clothes pooled at his feet Benihime wrapped her arms around Ichigo's neck, her breasts pushing against his chest. "C'mon, Ichigo. It's still Orihime under here. Just think of it as getting two gorgeous women for the price of one." Her lips inched ever closer to the substitute's until her hot breath hit Ichigo's face. "Ichigo…." Ichigo couldn't help himself as he closed the distance between them. That last word didn't come from Benihime. It was said with Orihime's voice.

The two stood there, connected by their lips in a lustful kiss. Having never experienced lip locking with another woman, Ichigo was helpless before Benihime's lustful tongue, his mouth opening up as he relaxed into the kiss, clutching her arm to steady himself. Benihime, along with Orihime, moaned into the kiss, feeling her nipples harden as they rubbed against Ichigo's bare chest. Pulling away, Benihime laid her head on Ichigo's shoulder, kissing his jaw as she rubbed her body against his, feeling something large and hard rub against her thigh. "I want you, Ichigo. Orihime wants you. You can't imagine the joy I felt from her when we kissed. Go ahead, Ichigo," she whispered into his ear as she pushed him up against a tree. "Ravish me and Orihime."

Ichigo closed his eyes as he wrapped his arms around the woman. He didn't know why he was so easily giving in, probably from the blissful look Orihime's eye was giving him, but he no longer cared. He felt hotter than a thousand suns. He could smell Orihime's perfume, the scent of lilacs overwhelming his sense of smell. The taste of her lips, soft as a pillow and warm as a cozy bed, lingered on his, fogging his brain up with pleasure. If there was any more reason for Ichigo to give in, it came from the look in Orihime's eye. It wasn't that of fear or repulsion, but of love, like she didn't care if another woman had attached her body over hers as long as she could be with Ichigo. Ichigo leaned forward and kissed the woman, his hands roaming her naked body like it belonged to him. Disregarding the rough bark at his back, Ichigo slid down the tree, sitting down and pulling Benihime/Orihime onto his lap.

"Ooooh…" Benihime moaned as Ichigo kissed her neck lightly. "Yesss…" she slurred, raking her red nails down his back, earning a hiss from Ichigo who cupped her large breasts in retaliation. Ichigo leaned down and stuck out his tongue, licking the girl's hardened nipple. He heard both Benihime's and Orihime's voices emerge from the woman's lips, so he took it as a sign that both of them were getting into it. "Ichigo, that feels…." Her head rolled back as Ichigo suckled her, reveling in the hot feel of Ichigo's mouth. "That feels so good… Ah!" she gasped as Ichigo gripped her pink areola with his teeth. Ichigo pulled on her tit until it stretched out, his teeth keeping a tight grip on her nipple. It left his mouth with a loud _pop!_ and he watched as her breast jiggled back into place. "Mmmh, Ichigo! Do that again!" she pleaded, her womanhood dripping down. Ichigo gently tenderized her neglected breast with his teeth with equal fervor before stretching it out, his hands trailing down her spine. "Ahhh! Ichigo! You're making me and Orihime so wet!"

Going for broke, Ichigo laid the possessed Orihime onto the soft grass, feeling her stitched body. Every touch of her beautiful body threatened to destroy Ichigo's reason. The sound of the girl's dual moans filled the forest as Ichigo kissed down her body. Her neck, her breasts, her stomach were all given sweet, light kisses until he made it to her wet pussy.

Orihime's voice cut through the fog of lust, her hands going to her face to cover it as she felt shame when Ichigo spread her pink lips. "Don't spread me! It's too embarrassing!"

Ichigo looked up alarmed but saw her hands being removed, revealing Benihime's grin. "Come now, Orihime. Don't you want to know how good it feels to have a man lick your pussy?" She grabbed her legs and pulled back on them, showing Ichigo her pussy in full. "Go on, Ichigo. Eat me out. Show Orihime just how good it feels." Deciding to do just that, Ichigo obliged. Dragging his tongue up her pink lips, Ichigo was thrilled deep down when he heard a dual groan from the woman. Emboldened now more than ever Ichigo started to lick her pussy more. Benihime/Orihime arched her back and cried out as Ichigo spread her lips, his tongue worming deep inside. "Oh god! You're so good!" the two voices cried. If Orihime's scent made his head spin, than her taste made Ichigo go wild. Both Benihime's and Orihime's eyes widened as Ichigo pushed a finger inside her. "Oh…OH!" Her hands went to her large breasts, pinching her nipples as she arched her back more, her eyes rolling into the back of her head. "Ohhhhh! Ichigo!" the voice of Orihime said. "I feel so good!"

Benihime's eye closed as she felt the boiling sensation in her stomach began to overflow. "Ohhh! It's too good!" A dual gasp erupted from her lips when Ichigo took his tongue away from her pussy to lick her clit, adding one more finger into her quivering cunt. "AH! CUMMING!"

A loud cry echoed throughout the empty park as Benihime/Orihime came, Ichigo lost in her taste as her juices squirted into his mouth. Collapsing onto the soft grass, the rogue zanpakuto panted, both red and hazel eyes obscured by the glaze of lust. Ichigo silenced her moans with a deep kiss, letting the girls get a good taste of themselves on Ichigo's tongue. Feeling something big and hard rub against her belly, Benihime looked down and cooed in delight when she saw how big Ichigo was. Ichigo grunted into her ear as she reached down and grasped his cock, smearing the pre-cum dripping from the tip all over his head with her thumb. "Look how big you are, Ichigo. Now I am jealous!" Benihime said with a lot of cheek.

Ichigo was surprised when Benihime pushed him back up against the tree, getting back on his lap. "It's so big…" she moaned as she rubbed the head against her pink folds, her dripping juices slickening the large head.

Beneath the skin of Benihime, Orihime felt both excitement and fear. This was not how she wanted this night to go. She'd wanted her first time to be truly romantic, a bed surrounded by candles where'd they'd come together with soft confessions of love, followed by a long and loving embrace throughout the night. Instead, all that had been derailed by a crazy zanpakuto who'd taken her own body for a joyride and was now about to make her lose her virginity in the middle of the park. Still, if she could make at least one part of the dream come true, she was going to make it happen. Benihime was NOT going to take this away from her at least.

Before Benihime could spear herself on Ichigo's cock, Orihime's astonishingly strong willpower broke through momentarily. She caressed Ichigo's cheek with her stitch-covered hand. "Ichigo…" she whispered, her hazel eye misting up as her emotions boiled over.

"I love you."

Seeing the tear descend from Orihime's eye, Ichigo felt like his heart was going to explode as he felt the exact same thing Orihime had. This night had gone completely from one of his best to possibly one of his worst thanks to the interference of Kisuke's insane zanpakuto. Hearing his friend admit her true feelings to him, even in the midst of this madness made Ichigo's heart soar. Ignoring the rest of her stitched face, Ichigo looked into Orihime's hazel eye and smiled. "I love you too, Orihime."

Benihime felt Orihime's happiness and grinned from ear to ear. "Oh this is so sweet! Even in this situation you two confess your love to each other! True love conquers all!" she giggled. Ichigo scowled at the woman's words, making Benihime giggle even more. "Oh come now, Ichigo. Don't be a sourpuss. Let me take that frown…" Benihime lowered her hips, feeling the head of Ichigo's manhood slip inside her cunt, "And turn it upside down!" Benihime didn't stop until Ichigo was resting deep inside her, her breathing ragged as she felt her walls stretch to their limit due to Ichigo's large size. Having possessed Orihime's body, she sank down until she'd reached the teen's barrier. "Orihime, this is going to hurt you, but bear with it," she warned, her red eye looking over to the hazel. "I'm sure Ichigo will help you turn the pain into pleasure…."

Without any other warning, Benihime pushed herself down, tearing through Orihime's virgin barrier. "FUCK!" she and Orihime both screamed. Benihime didn't realize that she'd feel the pain too. "Fuck!" she groaned, her head on Ichigo's shoulder. The boy for his part did his best to soothe the girls pain. He began to lightly kiss her neck and run his hand up and down her back, not moving an inch inside her while the girls adjusted to his size filling them.

After a few short seconds the pain finally subsided and Benihime decided to continue. Sighing in ecstasy, she gripped Ichigo's shoulders and lifted her hips. She was pleased when Ichigo put his hands on her waist, pulling her back down onto his thick cock. Wrapping her arms and legs around Ichigo, Benihime closed her eyes and embraced the pleasure along with Orihime as she began to bounce in Ichigo's lap. "Yesss…" she hissed as Ichigo held her tight, burying his face in her cleavage. "You're so big, Ichigo. Ohhhh…."

All Ichigo could do was pant and grunt as he based in the feel of Orihime's pussy. "So tight!" he gasped, his eyes widening as Benihime ran her nails down his back as she rode him. His hands left her waist to cup her juicy ass, squeezing her soft cheeks as he pulled her down on his cock harder, feeling his cock go deeper and deeper into the possessed Orihime. "You feel so good, Orihime!"

Benihime chuckled, not at all offended that he was addressing the girl and not her. "That's because you're so good!" She pressed her lips against Ichigo's, swallowing his moans with her devious mouth. "Mmmmh!" she moaned, her tongue slithering into Ichigo's mouth to tease his own pink organ.

As the kiss broke, Benihime leaned back, making her huge rack bounce like water balloons. Ichigo became mesmerized by the bouncy tits, watching them jiggle inches from his face with every shift of her hips. Unable to contain himself, Ichigo began to attack her bouncing breasts, nibbling and sucking on them like a baby while Benihime herself bounced in his lap.

"Oh god!" Benihime groaned as she felt Ichigo's cock go into the deepest part of her stolen body. "It's…reaching…so deep! So good…." Her arms wrapped around Ichigo's head, pulling his face against her chest harder. Ichigo, feeling bold from all the action, decided on going further….

"Ah! Ichigo! Not there!" Orihime's voice cut in as Ichigo's hand slipped down her ass, sticking a finger in her asshole. "Oh! That feels weird!" the poor girl cried out, her eye rolling into the back of her head.

"Ahahahah!" Benihime laughed at Orihime's bashfulness. "Don't listen to her, Ichigo. That feels good!" To prove her point, Benihime rolled her hips, driving Ichigo's cock and finger deeper into her holes. Orihime's moan became apparent again, showing that the shy girl was enjoying the feel of Ichigo penetrating her derriere. To lost in his own hormones to hold back anymore, Ichigo slipped another finger inside her asshole as Benihime resumed her bouncing.

The dual moans of Benihime and Orihime became louder and louder, the teen's and zanpakuto's minds fogging up from the pleasure as Ichigo licked and nibbled on her neck, his fingers scissoring inside her ass as her pussy was filled to its limit. "Fuck…" Benihime groaned, her toes curling. "Gonna cum! We're both gonna cum!"

Ichigo had his eyes shut for some time as he pleasured Orihime/Benihime. His sac tightened, signilaing his release as well. "Me too!" he gasped as Benihime nibbled on his ear. "I can't hold on anymore!"

Benihime licked his ear, purring with her soft seductive voice. "Cum with us, Ichigo. Let's have a nice threesome orgasm!" Both Benihime and Orihime saw stars as Ichigo added a third finger into her ass, their minds exploding like fireworks. "AHHH! CUMMING!" Benihime shrieked.

"ICHIGOOOOO!" Orihime's voice screamed at the top of her lungs.

"Cumming!" Ichigo groaned, his free arm wrapped around her waist tightly. "ORIHIMEEEE!" he cried as he came inside her. An lewd, husky moan erupted from the possessed Orihime's lips as she felt the heat of Ichigo's cum scorch her womb. Ichigo kept his face pressed against Benihime's chest, panting as he rested up against the tree, treating her chest like soft pillows.

Looking up, Ichigo's eyes widneed as the stitches on Benihime/Orihime's face began to come undone. In moments, the second skin that had been reconfigured around Orihime's shapely body was pulled apart, leaving a dazed, panting, creampied Orihime resting in Ichigo's lap, the boy still balls deep inside his friend.

The mass of red strings that had emerged from Orihime's hijacked body pooled together, reforming the zanpakuto, now back in her normal size and in her red dress. "Ahhh! Now that was so much fun!" She smiled down at the exhausted couple. "Sorry for interrupting your date night, you two. I only really came out to have a little fun!" she said with a merry smile.

Ichigo's eyes narrowed as Orihime laid her head on his shoulder, soaking up his warmth. "Then why'd you attack us?"

"Oh, I knew you two wouldn't get hurt. I didn't really give it my all. If I had, then this," she gestured to the linked orange-heads, "this wouldn't have happened." She turned around and headed in the direction of Urahara Shop. "Rest easy, Ichigo. I've had my fun, so I'll return to Kisuke." She turned back and looked at Orihime with a sweet smile. "She's a lucky girl. I'm quite jealous…."

Ichigo merely sat there holding Orihime as she left, not sure of what to make of the woman. "Ichigo…" a tired Orihime whispered.

"Yeah?"

"Um…can you take your fingers out of my butt? It feels weird…."

Ichigo's blush returned. "OH! Sorry…" he quickly said, pulling his fingers out. "You ok? She didn't hurt you, did she?"

Orihime shook her head. "My skin feels wiered, like it's all tingly and sensitive but I'm alright. Um…" she lifted her head and her shy face became apparent. "Would you like to come back to my place to spend the night?"

Ichigo chuckled, knowing that that was what she was going to ask before Benihime interrupted her. "I'd love to." Orihime groaned as Ichigo lifted her off of him, her hole leaking white cum as she was emptied. Getting up, Ichigo lifted Orihime bridal style, making a mental note to come back for his body, still hidden away, in the morning.

"Hey Ichigo?"

"Yes, Orihime?"

Orihime's face turned blood red. "Um…next time we do it… can you do me in the butt?"

Ichigo's face was red the entire time he flashstepped his way to Orihime's apartment….

 _ **Meanwhile….  
**_ **Urahara Shop  
Kisuke POV**

Kisuke was still where he was that afternoon, sitting on his porch when he heard footsteps. Turning his head, his eyes narrowed as Benihime came into view. "Well hello, Benihime. Where've you been?"

The woman grinned, remembering the heat of Ichigo's body pressed against hers. "I've just been having some fun with your protégés, put t's all. Don't worry, I've come back and I won't put up a fight."

Kisuke's lips formed a scowl. "What did you do to them? You've better not have hurt them, Benihime!"

The zanpakuto's laugh filled the empty street. "Oh relax, I didn't do anything too traumatizing. Well…maybe a little to Orihime, but I'm sure her white knight will help her out."

As Benihime's body began to glow with a crimson hue, Kisuke sighed. "You really are crazy, you know that?"

Before she disappeared, Benihime put in the last word. "Yes I am. But what does that say about you?" she said before returning to Kisuke's soul.

Now standing alone on the street again, Kisuke turned around and walked back inside the shop, ready to put this whole mess behind him. "You know, I've been wondering that myself ever since we met…."

The End


End file.
